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HomeMy WebLinkAbout2019-015 20190284 Johnson Controls Contract for GOODS AND SERVICES less than $25,000 CONTRACTOR: Johnson Controls, Inc. CITY OF ASHLAND CONTACT: Serrina Harris 20 East Main Street treet ADDRESS: 588 Parsons Drive, Suite B Ashland, Oregon S97520 Telephone: 541/488-6002 Medford, OR 97501 Fax: 541/488-5311 ' TELEPHONE: 541-227-5710 EMAIL: Serrina.C.Harris@jci.com EFFECTIVE DATE: 10/1/2018 i COMPLETION DATE: 9/30/2019 COMPENSATION: $2,160 per proposal (No: 1-ZSOZFV7) attached as Exhibit "C" GOODS AND SERVICES TO BE PROVIDED: Planned Service Agreement for the ice rink chiller per attached proposal. ADDITIONAL TERMS: In the event of a conflict or discrepancy among the contract documents, this City of Ashland Contract for Goods and Services will be primary and take precedence, and any exhibits or ancillary agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said prima City of Ashland Contract. NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows: 1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a separate written contract is entered into by the City. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 27913.220, 279B.225, 27913.230, 27913.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $21,127.46 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in art, effective upon delivery of Contract for Goods and Services Less than $25,000 Page 1 of 6 written notice to Contractor, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii, If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. I. Time Is of the essence for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Oblioation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.110 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contractor subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. Default. The Contractor shall be in default of this agreement if Contracton commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type Identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract 16. Insurance. Contractor shall at its own expense provide the following insurance: a. Worker's Compensation Insurance In compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Liability insurance with a combined single limit, or the equivalent, of 2"OD:0.'Uti0 for each occurrence for Bodily Injury and Property Damage. c. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than 9 .MV0, for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non- owned vehicles as applicable. Contract for Goods and Services Less then $25,000 Page 2 of 6 d. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. e. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Workers' Compensation, required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 20. Prior Approval Required Provision. Approval by the City of Ashland Council or the Public Contracting Officer is required before any work may begin under this contract. 21. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by reference. 22. Consultant's compliance with Oregon Tax Law: (1) Consultant represents and warrants to the City that Consultant shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. (2) Consultant represents and warrants that, for a period of no fewer than six (6) calendar years preceding the Effecti% of this Agreement, it has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318 (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax I provisions. Contract for Goods and Services Less than $25,000 Page 3 of 6 Contractor: City of Ashland BY By e - - --~K'-j ignature Department Head 1 U/C~ (//V- ( Aft 6/11 Cc t ~ Y1~R 1, 4, Print Name Print Name VIGe~- i//G9'/Te/9 Title Date W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. A~ R VE }RM A _ r Ashl A f Contract for Goods and Services Less than $25,000 Page 4 of 6 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with'the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent Contractor as defined in the contract documents, it is authorized to do business in Oregon, it is authorized to act on behalf of the City, and Contractor has'checked four or more of the following criteria that apply to its business. (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. Con actor (Date) Contract for Goods and Services Less than $25,000 Page 5 of 6 EXHIBIT B pity of Ashland LIVING WAGE perh`our'effective„iJune'30201S ir! Increases'!annuall eVe June`30ki M . portion of business of their 401K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. ➢ For all hours worked under a business from the City of service contract between their Ashland in excess of D Note: "Employee" does not employer and the City of $21,127.46. include temporary or part-time Ashland 'if the contract employees hired for less than exceeds $21,127.46 or more. ➢ If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more ➢ For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50% or more of the ➢ In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, 61211121 Call the Ashland City Administrator's office at 541-488-6002 orwrite to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city s website at www.ashland:or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. GITY OF ASHLAND Contract for Goods and Services Less than $25,000 Page 6 of 6 CITY OF ASHLAND, OREGON EXHIBIT B City of Ashland LIVING WAGE per hour effective June 30, 2018 (Increases annually every June 30 by the Consumer Price Index) r P11 . - Wworkedunder portion of business of their 401 K and IRS eligible employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. ➢ For all hbusiness from the City of service contract between their Ashland in excess of ➢ Note: "Employee" does not employer and the City of $21,127.46. include temporary or part-time Ashland if the contract employees hired for less than exceeds $21,127.46 or more. ➢ If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more ➢ For all hours worked in a and Recreation Department. details on applicability of this month if the employee spends policy, please see Ashland 50% or more of the ➢ In calculating the living wage, Municipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Goods and Services Less than $25,000 Page 6 of 6 k A ~ T r. CUSTOMER' CITY OF ASHLAND PARKS AND "I R RECRATION COMMISSION ASHLAND ROTARY CENTENNIAL ICE RINK LOCAL JOHNSON CONTROLS OFFICE f „ t F1.> 588 Parsons Drive, Suite B Medford Oregon 97501 AGREEMENT START DATE: 10/01/2018 m PROPOSAL DATE:" 09/24/2018 R t„~ ESTIMATE NO- 1 -ZSOZFV7 Partnering with you to deliver value-driven solutions A Planned Service Agreement with Johnson Controls provides you with a customized service strategy designed around the needs of your facility. Our approach features a combination of scheduled, predictive and preventative maintenance services that focus on your goals. As your building technology services partner, Johnson Controls delivers an unmatched service experience delivered by factory-trained, highly skilled technicians who optimize operations of the buildings we work with, creating productive and safe environments for the people within. By integrating our service expertise with innovative processes and technologies, our value-driven planned service solutions deliver sustainable results, minimize equipment downtime and maximize occupant comfort. 1~ kr. MYORK M ETASYS Johnson BY JOHNSON CONTROLS Controls BY JOHNSON CONTROLS PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Executive Summary PLANNED SERVICE PROPOSAL FOR CITY OF ASHLAND PARKS AND RECREATION COMMISSION ASHLAND ROTARY CENTENNIAL ICE RINK Dear Customer, We value and appreciate your interest in Johnson Controls as a service provider for your building systems and are pleased to provide a value-driven maintenance solution for your facility. The enclosed proposal outlines the Planned Service Agreement we have developed on your facility. Details are included in the Planned Service Agreement summary (Schedule A), but highlights are as follows: • In this proposal we are offering a service agreement for 1 Year - starting 10/01/2018 and ending 09/30/2019. • The agreement price for first year is $2,160.00; see Schedule A, Supplemental Price and Payment Terms, for pricing in subsequent years. • The equipment options and number of visits being provided for each piece of equipment are described in Schedule A, Equipment list. As a manufacturer of both mechanical and controls systems, Johnson Controls has the expertise and resources to provide proper maintenance and repair services for your facility. Again, thank you for your interest in Johnson Controls and we look forward to becoming your building technology services partner. Please contact me if you have any questions. Sincerely, Serrina Harris Building Technologies & Solutions Johnson Controls Portland Medford Oregon Common Branch N58 Medford/Bend/Eugene Dispatch Service: 866-297-7793 Portland Dispatch Service 866-635-1302 Direct: 541-227-5710 Fax: 541-245-3475 Email: Serrina.C.Harris(o)mci.com URL: http://www.dohnsoncontrols.com/ Johnson 21113 Jofn'~son Cnn'•.rols. Ine Customer Coniiden;ial Controls U_; vl c 'rt?i': li; onc~~ll; e ni air, r ..'i .u v.i 'p'mt Uv' of 1Jn,cn Gcntiols. Ire; F ngei' of 16 0 iNSON CON I R(II_Q PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Planned Service Agreement Customer Name: CITY OF ASHLAND PARKS AND RECREATION ASHLAND ROTARY CENTENNIAL ICE RINK Address: 95 WINBURN WAY ASHLAND,OR 97520-2735 Proposal Date: 09/24/2018 Estimate 1-ZSOZFV7 Scope of Service Johnson Controls, Inc. ("JCI") and the Customer (collectively the "Parties") agree Preventative Maintenance Services, as defined in Schedule A ("Services"), will be provided by JCI at the Customer's facility. This Planned Service Agreement, the Equipment List, Supplemental Price and Payment Terms, Terms and Conditions, and Schedules attached hereto and incorporated by this reference as if set forth fully herein (collectively the "Agreement"), cover the rights and obligations of both the Customer and JCI. Extended Service Options for Premium Coverage If Premium Coverage is selected, on-site repair services to the equipment will be provided as specified in this Agreement for the equipment listed in the attached Equipment List. Equipment List Only the equipment listed in the Equipment List will be covered as part of this Agreement. Any changes to the Equipment List must be agreed upon in writing by both Parties. Term / Automatic Renewal This Agreement takes effect on 10/01/2018 and will continue until 09/30/2019 ("Original Term"). T#e- Agreement will autornatiGally Fenew on a year to year basis afteF the Original TeFm ends uRless the- Customer eF jGI gives the other writteR ROtiGe it dee6 net want to renew. The n0tiGe must be delivered at lea6t (45) days prier to the eRd ef the QFigiRal Term OF Of aRy FeRewal peFied. The Original Term and any renewal periods are sometimes collectively referred to in this Agreement as the "Term". Renewal price adjustments are discussed in the Terms and Conditions. Refrigerant Charges Refrigerant is not included under this Agreement and will be billed separately to the Customer by JCI. Johnson 1 ?CJ18 JOfI'~SOii Cnntfol~_ lo_' Cust:;mef Co. rfid(;ntial Controls Do not copy ;physic. rctr;n~~;ally or in my h .r nr h'l,mthrut tNn xpi~. _,.s^.(nttt.r PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Price and Payment Terms The total Contract Price for JCI's Services during the 1st year of the Original Term is $2,160.00.This amount will be paid to JCI in Semi-Annual installments. Pricing for each subsequent year of a multiyear original term is set forth in the Supplemental Price and Payment Terms. All payments will be due and payable within 30 days of the invoice date and such timely payment by Customer shall be a condition precedent to JCI's obligation to perform its Services. A penalty of one and a half percent (1.5%) of the amount due per month shall accrue for payments received after the payment due date. Renewal price adjustments are set forth in the Terms and Conditions. Invoices will be sent to the following location: CITY OF ASHLAND PARKS & RECREATION 340 S PIONEER ST ASHLAND, OR 97520-2729 ❑ In lieu of paper invoices sent to the location above, invoices should be emailed to the following email address: This proposal is valid for thirty days from the proposal date. JOHNSON CONTROLS Inc. By: Serrina Harris By: Signature: Signature: Title: Customer Service Agent Date: Title: Date: Signature: Customer PO#: Title: Date: JCI Branch: JOHNSON CONTROLS PORTLAND MEDFORD OR CB - ON58 Address: 588 Parsons Drive, Suite B Medford Oregon 97501 Branch Phone: 866-297-7793 SO Johnson 't1173 John on (mtrols_ Inc. Controls u „J i11 iii r.. .'.!fr u' Ji _.rn_ J,h >on ,v cols In:, P~age.l ~f I PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Schedule A - Equipment List ASHLAND ROTARY CENTENNIAL ICE RINK ASHLAND OR 97520-2735 Quantity: 1 Services Provided Coverage Level: Basic 1 Operational Equipment: Chiller 1 Comprehensive Style: Air Cooled 1 Oil Analysis (2 Circuits) Type: Screw Size: <150 Tons Customer Taco Manufacturer Model # Serial # Outdoor Ice Rink Chiller Trane RTAA1254XH i I L2018 Johnson Controls, Inc. Johnson 4 Customer Confidential Controls Leo not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls. Inc Page 5 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Equipment Tasking Chiller, Air Cooled, Screw, <150 Tons Comprehensive Use appropriate eye protection in work environment Performed prior to Use appropriate Head protection on worksite annual startup Use appropriate hand gloves on worksite Use and follow the JCI safety policy for Fall Protection while performing work Use and follow the JCI Ladder Safety processes while performing work Use and follow the JCI Lock-out Tag-out on all electrical machinery Use appropriate Arc/flash personal protective equipment on voltages over 240 volts Use and follow the JCI safety policy for working with CFC, HCFC and HRC refrigerants Use and follow the JCI process for handling and working with Used Oil All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Review control panel for proper operation and recorded fault histories Check for visual signs of refrigerant/oil leak(s) Conduct refrigerant leak check Check oil separator level Verify oil heater operation Perform lock-out and tag-out procedure Inspect condenser fan and compressor contactors for wear Check and tighten electrical connections Perform preventative procedures to flow proving devices Check for unusual noise and vibration Check overall condition of unit Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Oil Analysis (2 Circuits) Remove sample in approved container Performed at Time of Drop off for analysis Comprehensive Visit Label and complete paperwork indicating present operating conditions Operational Check with appropriate customer representative for operational deficiencies Performed during middle Review control panel for proper operation and recorded fault histories of chiller operation Check for proper chilled water flow season Check system pressures and temperatures Check refrigerant charge (sight glass) Check oil separator level Check for proper capacity control operation Check for proper oil temperature and pressure Check for visual signs of refrigerant/oil leak(s) Check for unusual noise and vibration Check for proper condenser fan operation Check overall condition of unit Record and log all operating parameters Document tasks performed during visit and report any observations to appropriate customer representative © 2018 Johnson Controls. Inc Johnson . COntfO~S Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls. Inc. Page 6 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Supplemental Price & Payment Terms (Applies to Multi-Year Contracts Only) Year Total Annual Dollar Amount Payment Frequency Special Additions and Exceptions ©2018 Johnson Controls, Inc. Johnson `t COntf0~5 Customer Confidential Do not copy (physically, electronically or in any other wedia) without th- e,pi ss vrnitten permission of Johnson Controls Inc Paq, PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink SHORT TERMS AND CONDITIONS DEFINITIONS CONNECTED SERVICES are the services and related equipment that allow ICI to access, monitor, and trend data remotely, and which may be available for certain types of Covered Equipment. CONTRACT PRICE means the price that Customer shall pay to ICI for the Services. COVERED EQUIPMENT means the equipment for which Services are to be provided under this Agreement. Covered Equipment is set forth in Schedule A - Equipment List. EQUIPMENT FAILURE means the failure, under normal and expected working conditions, of moving parts or electric or electronic components of the Covered Equipment that are necessary for its operation. PREMISES means those Customer premises where the Covered Equipment is located or Services performed pursuant to this Agreement. REMOTE MONITORING SERVICES means remote monitoring of Covered Equipment and/or systems including building automation, HVAC equipment, and fire alarm, intrusion, and/or other life safety systems for alarm and event notifications using a UL Certified Central Station. REMOTE OPERATIONS CENTER (ROC) is the department at ICI that remotely monitors alarm and industrial (HVAC) process signals. REMOTE OPERATING SERVICES means remote interrogation, modification and/or operation of building automation, HVAC equipment, and/or other Covered Equipment. REPAIR LABOR is the labor necessary to restore Covered Equipment to working condition following an Equipment Failure, but does not include services relating to total equipment replacement due to obsolescence or unavailability of parts. REPAIR MATERIALS are the parts and materials necessary to restore Covered Equipment to working condition following an Equipment Failure, but excludes total equipment replacement due to obsolescence or unavailability of parts, unless excluded from the Agreement. At ICI's option, Repair Materials may be new, used, or reconditioned. SCHEDULED SERVICE MATERIALS are the materials required to perform Scheduled Service Visits on Covered Equipment, unless excluded from the Agreement. SCHEDULED SERVICE VISITS are the on-site labor visits required to perform JCI recommended inspections and preventive maintenance on Covered Equipment. SERVICES are the work, materials, labor, service visits, and repairs to be provided by JCI pursuant to this Agreement except that the Services do not include the provision of any software products or digital or cloud services, which are provided under separate terms and conditions referenced in Section P herein. A. JCI'S SERVICES FOR COVERED EQUIPMENT 1. BASIC COVERAGE means Scheduled Service Visits, plus Scheduled Service Materials (unless excluded from this Agreement). No parts, equipment, Repair Labor or Repair Materials are provided for under BASIC COVERAGE. 2. PREMIUM COVERAGE means BASIC COVERAGE plus Repair Labor, plus Repair Materials (unless excluded from the Agreement). If Customer has ordered PREMIUM COVERAGE, JCI will inspect the Covered Equipment within forty-five (45) days of the date of this Agreement, or as seasonal or operational conditions permit. JCI will then advise Customer if JCI finds any Covered Equipment not in working order or in need of repair. With Customer's approval, ICI will perform the work necessary to put the Covered Equipment in proper working condition, subject to the terms of this Agreement. Customer will pay for such work at JCI's standard rates for parts and labor in effect at the time that the work is performed. If Customer does not want ICI to perform the work identified as necessary by JCI, any equipment thereby affected will be removed from the list of Covered Equipment, and the Contract Price will be adjusted accordingly. Should Customer not make JCI's recommended repairs or proceed with the modified PREMIUM COVERAGE, JCI reserves the right to invoice Customer for the cost of the initial equipment inspection. 3. EXTENDED SERVICE means Services performed outside ICI's normal business hours and is available only if Customer has PREMIUM COVERAGE. Extended Service is available either 24/5 or 24/7, at Customer's election. The price for Extended Service, if chosen by Customer, is part of the total Contract Price. 4. CONNECTED SERVICES. If Customer is receiving Connected Services on any Covered Equipment as more fully described in Schedule A, Customer may be required to allow JCI to install hardware and/or software to enable communication with Customer's Covered Equipment ("Gateway Device'). In order for JCI to deliver Connected Services on the Covered Equipment, Customer shall provide a secure Internet connection to allow remote access to the Gateway Device in order to remotely access, transmit, store, and trend data for the purposes of providing Services. JCI will not use Connected Services to remotely operate or make changes to Customer's Equipment. The Gateway Device shall remain JCI's property, and JCI may upon reasonable notice remove it at any time. JCI makes no any warranty or guarantee relating to the Connected Services. Johnson 40 Controls Do not ,,opy ;pnyslcahy, el ctronically. or in any other menu) without the express written permission of Johnson Controls. Inc_ Page 8 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink 5. REMOTE MONITORING SERVICES OR REMOTE OPERATING SERVICES. If Remote Monitoring Services or Remote Operating Services are provided, Customer agrees to furnish JCI with a list of the names, titles, addresses, email addresses, and phone numbers of all persons authorized to be contacted by, or be able to contact the ROC to perform specific agreed upon actions with the appropriate authority. If JCI's Services include "Remote Monitoring Services with Open and Close," Customer also agrees to furnish JCI with Customer's daily and holiday opening and closing schedules. Customer agrees to maintain and update the call lists with accurate information. Customer further agrees to notify JCI of such changes as soon as possible. JCI/ROC is not responsible to find new contacts/numbers if the contacts on the call lists cannot be reached. A maximum of three contacts are allowed for any time of the day. If none of those contacts can be reached, then neither JCI nor the ROC are responsible for damages. Customer is responsible for any and all costs and expenses arising from Customer's failure to provide timely updates for any of the contact information submitted to the ROC. 6. CUSTOMER SERVICE INFORMATION PORTAL. Customer may be able to utilize JCI's Customer Service Information Portal during the term of the Agreement, pursuant to the then applicable Terms of Use Agreement. 8. OUT OF SCOPE SERVICES If, during any Service Visit, JCI detects a defect in any of Customer's equipment that is not Covered Equipment under this Agreement (an "Out of Scope Defect"), JCI may (but shall have no obligation to) notify Customer of such Out of Scope Defect. If Customer elects for JCI to repair such Out of Scope Defect, or if JCI otherwise performs any Services or provides any materials, parts, or equipment outside the scope of the Services (collectively, "Out of Scope Services"), Customer shall direct JCI to perform such Out of Scope Services in writing, and Customer shall pay for such Out of Scope Services at ICI's standard fees or hourly rates. If, after receiving notice of an Out of Scope Defect, Customer elects not to engage JCI to repair such Out of Scope Defect, Customer shall defend and indemnify JCI from and against any and all losses, damages, claims, costs and expenses arising directly or indirectly out of such Out of Scope Defect. Any Out of Scope Services performed by 1CI at the direction of Customer pursuant to this Section shall be subject to the terms of this Agreement. C. EXCLUSIONS ICI's Services and warranty obligations expressly exclude:: (a) the repair or replacement of ductwork, casings, cabinets, structural supports, tower fill/slats/basin, hydronic and pneumatic piping, and vessels, gaskets, and piping not normally replaced or maintained on a scheduled basis, and removal of oil from pneumatic piping; (b) disposal of hazardous wastes (except as otherwise expressly provided herein); (c) disinfecting of chiller condenser water systems and other components for biohazards, such as but not limited to, Legionella unless explicitly set forth in the scope of services between the parties. Unless explicitly provide for within the scope of services, this is Out of Scope Services and the Customer's exclusive responsibility to make arrangements for such services with a provider other than JCI. Mentions of chiller tube cleaning, condenser cleaning, cooling tower cleaning or boiler tube cleaning in any scope of services, only involve work to remove normal buildup of debris and scale using tube brush cleaning, pressure washing or acid flushing. Reference to such cleaning does not include chemical cleaning, disinfection or chemical water treatment required to eliminate, control or disinfect against biohazards such as but not limited to Legionella; (d) supplies, accessories, or any items normally consumed during the use of Covered Equipment, such as ribbons, bulbs and paper; (e) the furnishing of materials and supplies for painting or refinishing equipment; (f) the repair or replacement of wire in conduit, buried cable/transmission lines, or the like, if not normally replaced or maintained on a scheduled basis; (g) replacement of obsolete parts; and (h) damages of any kind, including but not limited to personal injury, death, property damage, and the costs of repairs or service resulting from • abuse, misuse, alterations, adjustments, attachments, combinations, modifications, or repairs to Covered Equipment not performed, provided, or approved in writing by JCI; • equipment not covered by this Agreement or attachments made to Covered Equipment; • acts or omissions of the Customer, including but not limited to the failure of the Customer to fulfill the Customer Obligations and Commitments to JCI as described in Section F of this Agreement, operator error, Customer's failure to conduct preventive maintenance, issues resulting from Customer's previous denial of JCI access to the Covered Equipment, and Customer's failure to keep the site clean and free of dust, sand, or other particles or debris, unless such conditions are previously expressly acknowledged by JCI in writing; • use of the Covered Equipment in a manner or environment, or for any purpose, for which it was not designed by the manufacturer; • site-related and environmental conditions, including but not limited to power failures and fluctuations in electrical current (or "power surges") and biohazards such as but not limited to Legionella associated with condenser water, cooling tower systems and subcomponent systems; • the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather; • issues or failures not specifically covered by this Agreement; or • occurrences beyond JCI's reasonable control and without JCI's fault or negligence. Johnson 1 1 0 '~018 Johnson Controls, Inc. J Controls CListonler Confidential Do not copy (physically, eleCtrOnically, or in any other tn, rdia) without the exl_ r _ ss writtan r)erm:ssion of Johnson Controls. Inc Pacp_~ 9 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink D. PAYMENT OBLIGATION Customer shall pay all invoices when due in accordance with the payment terms provided for in the Agreement. Such payment is a condition precedent to JCI's obligation to perform Services under the Agreement. In issuing any purchase order related to this Agreement, and notwithstanding any language to the contrary therein, Customer acknowledges and agrees that any and all JCI invoices for an amount greater than $25,000 shall be paid only via wire transfer, check, or money order. If this Agreement is renewed, JCI will provide Customer with notice of any adjustments in the Contract Price applicable to any renewal period no later than forty-five (45) days prior to the commencement of that renewal period. Unless Customer terminates the Agreement at least thirty (30) days prior to the start of such renewal period, the adjusted price shall be the price for the renewal period. E. WARRANTIES JCI warrants its Services will be provided in a good and workmanlike manner for 90 days from the date of Services. If JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re-perform any non-conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that equipment manufactured or labeled by Johnson Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of 90 days. If JCI installs or furnishes a piece of equipment under this Agreement, and that equipment is covered by a warranty from a manufacturer other than JCI, JCI will transfer the benefits of that manufacturer's warranty, if any, to Customer and such warranty remedies are exclusive for that equipment. All transportation charges incurred in connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at JCI's option) the defective equipment. . These warranties do not extend to any Services or equipment that have been misused, altered, or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty decals have been removed or altered. All replaced parts or equipment shall become JCI's property. This warranty is not assignable. Warranty service will be provided during normal business hours, excluding holidays. The remedies set forth herein shall be Customer's sole and exclusive remedy with regards to any warranty claim under this Agreement. Any lawsuit based upon the warranty must be brought no later than one (1) year after the expiration of the applicable warranty period. This limitation is in lieu of any other applicable statute of limitations. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES ARE 1CI'S SOLE WARRANTIES AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. F. CUSTOMER OBLIGATIONS AND COMMITMENTS TO JCI 1. Customer warrants it has given JCI all information concerning the condition of the Covered Equipment. The Customer agrees and warrants that, during the Term of this Agreement, Customer will: (1) operate the Covered Equipment according to the manufacturers and/or JCI's recommendations; (2) keep accurate and current work logs and information about the Covered Equipment as recommended by the manufacturer and/or JCI; (3) provide an adequate environment for Covered Equipment as recommended by the manufacturer and/or JCI, including, but not limited to adequate space, electrical power, water supply, air conditioning, and humidity control; (4) notify JCI immediately of any Covered Equipment malfunction, breakdown, or other condition affecting the operation of the Covered Equipment; (5) provide JCI with safe access to its Premises and Covered Equipment at all reasonable and necessary times for the performance of the Services; (6) allow ICI to start and stop, periodically turn off, or otherwise change or temporarily suspend equipment operations so that JCI can perform the Services required under this Agreement; (7) as applicable, provide proper condenser, cooling tower and boiler water treatment for the proper functioning of Covered Equipment and protect against any environmental issues and instances of biohazards such as but not limited to Legionella; (8) carefully and properly set and test the intrusion alarm system each night or at such other time as Customer shall close the Premises; (9) obtain all necessary licenses and permits required for and pay all taxes associated with the Services; (10) notify JCI immediately of any claimed inadequacy in, or failure of, the Covered Equipment or other condition affecting the operation of the Covered Equipment; (11) furnish any necessary 110 volt A/C power and electrical outlets at its expense; (12) properly maintain, repair, service, and assure the proper operation of any other property, system, equipment, or device of Customer or others to which the Covered Equipment may be attached or connected, in accordance with manufacturer recommendations, insurance carrier requirements, or the requirements of any fire rating bureau, agency, or other authorities having jurisdiction thereof; (13) not tamper with, alter, adjust, disturb, injure, remove, or otherwise interfere with any Covered Equipment (including any related software) and not permit the same to be done; and (14) refrain from causing false alarms, and reimburse JCI for any fine, penalty, or fee paid by or assessed against JCI by any governmental or municipal agency as a result thereof. 2. Customer acknowledges and understands that unless water treatment for biohazards (such as Legionella) is explicitly included in the services JCI is providing, it is Customer's responsibility to provide such treatment. Customer also acknowledges that its failure to meet the above obligations will relieve JCI of any responsibility for any Covered Equipment breakdown, or any necessary repair or replacement of any 2018 Johnson Controls, Inc- Johnson Controls ! 'ustomer Confidential Page 10 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink Covered Equipment. If Customer breaches any of these obligations, ICI shall have the right, upon written notice to Customer, to suspend its Services until Customer cures such breach. In addition, Customer shall be responsible for paying or reimbursing JCI for any costs associated with corrective work required as a result of Customer's breach of these obligations. G. INSURANCE Customer is responsible for obtaining all insurance coverage that Customer believes is necessary to protect Customer, Customer's property, and persons in or on the Premises, including coverage for personal injury and property damage. THE PAYMENTS CUSTOMER MAKES UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, CUSTOMER'S PROPERTY OR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTION AFFORDED TO JCI UNDER THIS AGREEMENT. Customer hereby releases JCI from any liability for any event or condition customarily covered by commercial liability insurance. Customer understands that neither the Services nor the Covered Equipment are designed to reduce, but not eliminate, certain risks. JCI does not guaranty that neither the Services nor Covered Equipment will prevent personal injury, unauthorized entrances or fire and smoke damage to the Premises. Customer further agrees that Customer has read and understands the terms and conditions of this Agreement. H. INDEMNITY JCI and Customer shall each indemnify the other party and its officers, agents, directors, and employees, from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of third party claims, demands, or suits for bodily injury (including death) or damage to tangible property to the extent arising out of the negligence or intentional misconduct of the indemnifying party or its employees or agents. Customer expressly agrees that JCI shall be responsible for injury, damage, or loss only to the extent caused directly by JCI's negligence or intentional misconduct. The obligations of JCI and Customer under this section are further subject to sections I and J below. 1. LIMITATION OF LIABILITY NEITHER JCI NOR CUSTOMER WILL BE RESPONSIBLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS). 1CI'S TOTAL LIABILITY TO CUSTOMER FOR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER SHALL BE LIMITED TO $250,000. IN NO EVENT SHALL JCI'S INDEMNIFICATION OBLIGATION EXCEED THE AMOUNTS PAID TO JCI UNDER THIS AGREEMENT OR THE AMOUNT OF INSURANCE REQUIRED BY THIS AGREEMENT, WHICHEVER IS GREATER. CUSTOMER UNDERSTANDS THAT JCI IS NOT AN INSURER REGARDING THE WORK OR THE SERVICES. ICI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM FIRE SAFETY OR SECURITY EQUIPMENT THAT FAILS TO PERFORM PROPERLY OR FAILS TO PREVENT A CASUALTY OR LOSS. 1. FORCE MAJEURE JCI WILL NOT BE RESPONSIBLE FOR DAMAGE, LOSS, INJURY OR DELAY CAUSED BY CONDITIONS THAT ARE BEYOND THE REASONABLE CONTROL, AND WITHOUT THE INTENTIONAL MISCONDUCT OR NEGLIGENCE, OF JCI. SUCH CONDITIONS INCLUDE, BUT ARE NOT LIMITED TO: (A) ACTS OF GOD; (B) ACTS OF GOVERNMENT AGENCIES; (C) STRIKES; (D) LABOR DISPUTES; (E) FIRE; (F) EXPLOSIONS OR CASUALTIES; (G) THEFTS; (H) VANDALISM; (1) RIOTS OR WAR; (J) TERRORISM; AND (J) UNAVAILABILITY OF PARTS, MATERIALS, OR SUPPLIES. K. RESOLUTION OF DISPUTES If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve such dispute by negotiation. In the event the dispute is unable to be resolved, either party shall have the right to initiate arbitration by filing with the American Arbitration Association provided no other legal action has been previously filed. Upon filing of the arbitration, the AAA shall have the exclusive jurisdiction over the Dispute. Thus, either party may decide to file an action in a court of competent jurisdiction. If that court filing is the first legal proceeding filed, that court shall have jurisdiction over the Dispute to the exclusion of any arbitration. Arbitration shall be conducted in accordance with the then current arbitration rules of the American Arbitration Association or other arbitration service mutually agreed to by the parties. Arbitration must be completed within sixty (60) days after the Dispute is submitted to arbitration unless the parties mutually agree otherwise. The award rendered by the arbitrator shall be final, and judgment issued by the Arbitrator may be entered in accordance with applicable law in any court having competent jurisdiction. The party prevailing in the arbitration or court proceeding shall be entitled to an award of its reasonable costs, including reasonable attorneys' fees, incurred as a result of the Dispute. CUSTOMER MUST BRING ANY CLAIM AGAINST JCI WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. IF CUSTOMER DOES NOT, CUSTOMER WILL HAVE IRREVOCABLY WAIVED ITS RIGHT TO SUE JCI AND/OR INSTITUTE OTHER PROCEEDINGS, AND JCI SHALL HAVE NO LIABILITY TO CUSTOMER FOR SUCH CLAIM. TIME IS OF THE ESSENCE RELATIVE TO CUSTOMER PURSUING ANY SUCH CLAIM. THE PROVISIONS OF THIS AGREEMENT WHICH APPLY TO ANY CLAIM SHALL REMAIN IN EFFECT EVEN AFTER THE AGREEMENT IS TERMINATED. JCI AND CUSTOMER EACH WAIVE THEIR RIGHT TO A JURY TRIAL.. L. TERMINATION 1. Remote Monitoring Services and Remote Operating Services may be immediately canceled by either party if ICI's Remote Operations Center, connecting wires, or monitoring systems are destroyed by fire or other catastrophe, or where the Premises are so substantially damaged that it is impractical to continue Services. 2. If either party fails to perform any of its obligations under this Agreement, the other party shall provide written notice thereof to the party alleged to be in default. Should the party alleged to be in default fail to respond in writing or take action to cure the alleged default within ten (10) days of receiving such written notice, the notifying party may terminate this Agreement by providing written notice of such termination. 3. Upon termination of this Agreement for any reason, Customer shall pay to JCI all undisputed amounts owed through the date of termination within thirty (30) days of such termination. Customer shall also provide JCI with reasonable access to the Premises to remove 2018 Johnson Controls, Inc. Johnson Customer Confidential Controls Do not copy (physically electronically, or in any other media) without the express written permission of Johnson Controls. Inc. Page 11 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink the Gateway Device and any other JCI property and to un-program any intrusion, fire, or life safety system, as applicable. Customer shall be liable for all fees, costs, and expenses that JCI may incur in connection with the enforcement of this Agreement, including without limitation, reasonable attorney fees, collection agency fees, and court costs. 4. If the Agreement is for a multi-year term, either party may terminate the Agreement after the first full year of Services by giving the other party no less than forty-five (45) days written notice; provided, however, that if Customer has ordered PREMIUM COVERAGE, Customer may terminate the Agreement only upon JCI's written consent. M. ASBESTOS, MOLD, BIOAHAZARDS, AND HAZARDOUS MATERIALS "Hazardous Materials" means any material or substance that, whether by its nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous substance, pollutant, or contaminant under any local, state, or federal law, regulation, or ordinance relating to or addressing public and employee health and safety and protection of the environment, or which is toxic, explosive, corrosive, flammable, radioactive, carcinogenic or otherwise hazardous or which is or contains petroleum, gasoline, diesel, fuel, another petroleum hydrocarbon product or polychlorinated biphenyls. "Hazardous Materials" specifically includes mold, lead-based paints, biohazards such as but not limited to Legionella and asbestos-containing materials ("ACM"). Neither Customer nor JCI desires to or is licensed to undertake direct obligations relating to the identification, abatement, cleanup, control, removal or disposal of ACM. JCI will be responsible for removing or disposing of any Hazardous Materials that it uses in providing the Services ("JCI Hazardous Materials") and for the remediation of any areas affected by the release of JCI Hazardous Materials. For other Hazardous Materials that may be present at its facilities ("Non-JCI Hazardous Materials'), Customer shall supply JCI with any information in its possession relating to the presence of Hazardous Materials if their presence may affect ICI's performance of the Services. If either Customer or JCI becomes aware of or suspects the presence of Non-JCI Hazardous Materials that may interfere with JCI's Services, it shall immediately stop the Services in the affected area and notify the other party. As between Customer and JCI, Customer shall be responsible at its sole expense for removing and disposing of Non-JCI Hazardous Materials from its facilities and for the remediation of any areas impacted by the release of the Non-JCI Hazardous Materials and must provide a certificate of abatement before JCI will be obligated to perform or continue its Services, unless JCI had actual knowledge that Non-JCI Hazardous Materials were present and acted in disregard of that knowledge, in which case (i) JCI shall be responsible at its sole expense for the remediation of any areas impacted by its release of such Hazardous Materials, and (ii) Customer shall remain responsible at its sole expense for the removal of Hazardous Materials that have not been released and for releases not resulting from ICI's performance of the Services. Customer shall defend and indemnify JCI against any losses, costs, damages, expenses, and claims arising out of its failure to comply with this Section M. N. CUSTOMER DATA Customer data obtained from the Services is owned by and shall belong to Customer. JCl will access and use Customer data to provide Services to Customer. Except as set forth herein, JCI will not disclose to any third party any individual Customer data acquired through performance of the Services without Customer's consent. Customer agrees that JCI and its subsidiaries, affiliates and approved third party contractors and developers may collect and use Customer data for any reason, as long as any external use of the data is on a de-identified basis that does not personally identify Customer or any individual. Customer hereby grants JCI a perpetual, worldwide, irrevocable, royalty free license to use, modify, manipulate, sublicense, and create derivative works from such data. ICI shall retain all rights to any intellectual property, data, materials and products created as a result of its performance of Services. 0. 1CI'S INTELLECTUAL PROPERTY JCI shall retain all right, title and interest in any (a) work provided to Customer, including without limitation, all software source and object code, documentation, technical information or data, specifications and designs and any changes, improvements or modifications thereto ("Deliverables"), and (b) Know-How (defined below) employed by JCI in the creation of the Deliverables or performance of the Services, whether known to JCI prior to, or developed or discovered or acquired in connection with, the performance of its obligations under this agreement. Ownership of all Deliverables and Know-How shall vest solely in JCl and no Deliverables shall be deemed "works made for hire." Without limiting the generality of the foregoing, ownership of all source files used in the course of performing the Services shall remain the exclusive property of JCI. For purposes of this Agreement, "Know-How" means any know-how, processes, techniques, concepts, methodologies, tools, analytical approaches, database models and designs, discoveries, and ideas furnished, produced by, developed, or used by JCI in the creation or provision of the Deliverables or in the performance of the Services, and any changes, improvements, or modifications thereto or derivatives thereof. P. DIGITAL TERMS Any license to or right to access JCI software products and digital or cloud services purchased under this Agreement is provided on the terms and conditions for the applicable software product or digital or cloud service set forth at http://www.iohnsoncontrols.com/buildings/legal/digital. Such applicable software product and digital services terms are incorporated by reference herein. Q. MISCELLANEOUS PROVISIONS 1. All notices required to be given hereunder shall be in writing and shall be considered properly given if: (a) delivered in person, (b) sent via the United States Postal Service, postage prepaid, registered or certified with return receipt requested, (c) sent by overnight delivery service (e.g., Fed Ex, UPS), or (d) sent by facsimile, email or other electronic means and confirmed by facsimile, return email or telephone. 2. This Agreement may not be assigned by Customer without JCI's prior written consent. JCI shall have the right to assign this Agreement to any other person, firm, or corporation without Customer's consent. JCl shall also have the right, in its sole discretion, to subcontract any portion of the Services. This Agreement inures to the benefit of and is applicable to any assignees or subcontractors of JCI, and is binding upon Customer with respect to said assignees or subcontractors with the same force and effect as it binds Customer to JCI. 40 O 2018 Johnson Controls I is JOf'If150f1 Customer Confidential Controls Do not copy (physically, electronically. or in any other media) without the express written permission of Johnson Controls. Inc. Pag : 12 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink 3. This Agreement shall be subject to and governed by the laws of the State where the Services are performed. 4. If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. S. This Agreement is the entire contract between JCI and Customer and supersedes any prior oral understandings, written agreements, proposals, or other communications between the parties. 6. Customer acknowledges and agrees that any purchase order issued by Customer in connection with this Agreement is intended only to establish payment authority for Customer's internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included or referenced in Customers purchase order will have any force or effect and these terms and conditions shall control. Customer's acceptance of any Services shall constitute an acceptance of these terms and conditions. Any proposal for additional or different terms, whether in Customers purchase order or any other document, unless expressly accepted in writing by JCI, is hereby objected to and rejected. 7. If there are any changes to Customer's facilities or operations, or to applicable regulations, laws, codes, taxes, or utility charges, that materially affect ICI's performance of the Services or its pricing thereof, JCI shall have the right to an equitable and appropriate adjustment to the scope, pricing, and other affected terms of this Agreement. © 2018 Johnson Controls, Inc. Johnson Controls Customer Confidential Do not copy (physically, electronically, or in any other med1a) ~,mthout the express ~,vritten percussion of,Ictunson Controls. Inc- Pane 1 ~ of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink ADDENDUM TO PSA TERMS AND CONDITIONS FOR MONITORING OF INTRUSION, FIRE AND OTHER SAFETY SYSTEMS If Remote Monitoring Services explicitly includes remote fire alarm monitoring, security alarm monitoring or video monitoring in the scope of work or customer charges, the Agreement is hereby modified and amended to include the terms and provisions of this Addendum to the PSA for Monitoring of Intrusion, Fire and Safety Systems (the "Addendum"). Capitalized terms that are not defined herein, shall have the meaning given to them in the Agreement. In the event of a conflict between the terms and conditions of this Addendum and those appearing in the Agreement, the terms and conditions of this Addendum shall prevail. 1. Remote Monitoring of Alarm Signals. If JCI receives an emergency alarm signal at ICI's ROC, ICI shall endeavor to notify the appropriate police or fire department, or other emergency response agency having jurisdiction and JCI shall endeavor to notify Customer or its designated representative by email unless instructed to do otherwise by Customer in writing and/or based on standard operating procedures for the ROC. JCI, upon receipt of a non-emergency signal from the Premises, shall endeavor to notify Customer's representative pursuant to Customers written instructions, defaulting to email or text notification. Customer acknowledges that if the signals transmitted from the Premises will be monitored in a monitoring facility not operated by JCI, the personnel in such monitoring facilities are not the agents of JCI, nor does JCI assume any responsibility for the manner in which such signals are monitored or the response to such signal. 2. Remote Monitoring Services Pricing. Remote Monitoring Services shall be provided by JCI if the Agreement includes a charge for such Service. If such Service is purchased, JCI will monitor the number of alarms for the Premises and the initial charge is based on the pricing agreed to by the parties, subject to the terms and conditions of this Addendum. If the number of alarms produced at the Premises goes beyond the contracted number of alarms in a month, Customer will be billed an overage fee. 3. Communications Media. Customer acknowledges that monitoring of Covered Equipment requires transmission of signals over standard telephone lines and/or the Internet and that these modes of transmission may be interrupted, circumvented, or compromised, in which case no signal can be transmitted from the Premises to the monitoring facility. Customer understands that to allow the monitoring facility to be aware of such a condition, additional or alternative protection can be installed, such as line security devices, at Customers cost and expense and for transmission via telephone line only. Customer acknowledges it is aware that line security devices are available and, unless expressly identified in Schedule A - Equipment List, has declined to purchase such devices. Customer further acknowledges that such additional protection is not available for Internet transmission under this Agreement. 4. False/Unnecessary Alarms; Service Calls. At ICI's option, an additional fee may be charged for any false alarm or unnecessary Service Visit caused or necessitated by Customer. In addition, Customer shall be fully responsible and liable for fines, penalties, assessments, taxes, fees or charges imposed by a governmental body, telephone, communication, or signal transmission company as the result of any false alarm and shall reimburse JCI for any costs incurred by JCI in connection therewith. Customer shall operate the system carefully so as to avoid causing false alarms. False alarms can be caused by severe weather or other forces beyond the control of JCI. If an undue number of false alarms are received by JCI, in addition to any other available remedies available to JCI, JCI may terminate this Agreement and discontinue any Service(s) and seek to recover damages. If an agent is dispatched, by a governmental authority or otherwise, to respond to a false alarm, where the Customer, or any other party has intentionally, accidentally or negligently activated the alarm signal, Customer shall be responsible for and pay any and all fees and/or fines assessed with respect to the false alarms and pay to JCI the additional charges and costs incurred by it from a false alarm. If the Customer's system has a local audible device, Customer authorizes JCI to enter the Premises to turn off the audible device if 1CI is requested or ordered to do so by governmental authorities, neighbors or anyone else and Customer will pay JCI its standard service call charge for each such visit. Police agencies require repair of systems which cause false dispatches. Customer shall maintain the equipment necessary for JCI to supply the Services and Customer shall pay all costs for such maintenance. At least monthly, Customer will test the system's protective devices and send test signals to the ROC for all monitoring equipment in accordance with instructions from JCI or the ROC. Customer agrees to test the monitoring systems, including testing any ultrasonic, microwave, infrared, capacitance or other electronic equipment prior to the end of each month and will immediately report to JCI if the equipment fails to respond to the test. Customer shall make any necessary repairs as soon after receipt of notice as is reasonably practical. Customer shall at all times be solely responsible for maintaining any sprinkler system in good working order and provide adequate heat to the Premises. 5. Remote Monitoring of Video Monitoring Services. During the Term, JCI's sole and only obligation arising from the inclusion of Video Monitoring Services in any Service offering shall be to monitor the digital signals actually received by JCI at its ROC from means of the Video System and upon receipt of a digital signal indicating that an alarm condition exists, to endeavor, as permitted by law, to notify the police or other municipal authority deemed appropriate in JCI's absolute discretion and to such persons Customer has designated in writing to JCI to receive notification of such alarm condition as set forth herein.. No alarm installation, repair, maintenance or guard responses will be provided under this Video Monitoring Services option. JCI may, without prior notice to Customer, in response to applicable law or insurance requirements, revise, replace, discontinue and/or rescind its response policies and procedures. a. Inception and conclusion of service. Video Monitoring shall be provided by JCI if this Agreement includes a charge for Video Monitoring Services. If such Video Monitoring Service is purchased, Video Monitoring Services will begin when the Video System is installed and operational, and when the necessary communications connection is completed. No obligation for the provision of this Video Monitoring Service will commence until these requirements are met b. Customer Equipment. Customer shall obtain, at its own cost and expense: (a) the equipment necessary to connect to JCI's ROC; and (b) whatever permission, permits or licenses that may be necessary from all persons, governmental authorities, utility, and any other related service providers in connection with the Services. The video system to be used by the Customer is intended to produce and transmit video images (the "Video System Images") of the Premises to the ROC (the "Video System"). JCI makes no promise, warranty or representation that the video system will operate as intended. Customer further agrees that, notwithstanding any role or 1~,{ 2018 Johnson Controls. Inc. Johnson Controls Customer Confidential Dr) not rnny !physr ,ail elo ,tmnc:-llJ, or in any nther medial without thre e, nre~!- vr,itten permission of Johnson Controls Ir'-._ Page 14 of 16 PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink participation by JCI in Video System and Video System Images, JCI shall have no responsibility or obligation with regard to Customer, the Video System or any other Customer equipment. c. System Location. The Video System related cameras shall be located and positioned by Customer along with attendant burglary digital alarm signal(s). Customer shall ensure that the Video System related cameras will be positioned and located such that it will only produce or capture Video System Images of areas of the Premises. Customer will provide adequate illumination under all operating conditions for the proper viewing of the cameras. Customer acknowledges and agrees that JCI has exercised no control over, or participated in locating or positioning the Video System related camera including, but not limited to selecting what areas, locations, things or persons that the Video System Images may depict or capture. d. Images. Customer shall be solely responsible for the Video System Images produced or captured by the Video System and Customer shall defend, indemnify and hold harmless JCI and its officers, agents, directors, and employees, from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of third party claims, demands, or suits in connection with the use, operation, location and position of the Video System, and the Video System Images resulting there from, including, but not limited to, any claims of any person depicted in a Video System image, including but not limited to, any claim by such person that his or her privacy has been invaded or intruded upon or his or her likeness has been misappropriated. Any duty to obtain the consent or permission of any person depicted in a Video System Image to have his or her likeness to be depicted, received, transmitted or otherwise used, and the duty to determine and comply with any and all applicable laws, regulations, standards and other obligations that govern the legal, proper and ethical use of video capturing devices, such as the Video System, including, but not limited to, notification that the Video System is in use at the Premises, shall be the sole responsibility of the Customer. ICI agrees to make Video System Images available to Customer and upon their respective request. JCI makes no promise, warranty or representation as to the length of time that it retains Video Images, or the quality thereof. e. Video System Signals. When a signal from the Video System is received, JCI reserves the right to verify all alarm signals before notifying emergency personnel, and may choose not to notify emergency personnel if it has reason to believe, in its sole discretion, that an emergency condition does not exist. JCI will first attempt to verify the nature of the emergency by using visual verification and/or the two-way voice system (if applicable) of the Video System included in Customer's system. If JCI determines that an emergency condition exists, JCI will endeavor to notify the proper police or emergency contact on a notification call list provided in writing by Customer to JCI, or its designee. When a non-emergency signal is received, JCI will attempt to contact the first available Customer representative on the notification call list but will not notify emergency authorities, this notification will be in the form of email or text and follow ROC processes. If the customer requires phone calls to the call list for any emergency or non-emergency situation, the customer will need to make this request in writing. Customer authorizes and directs JCI, as its agent, to use its full discretion in causing the arrest or detention of any person or persons on or around the premises who are not authorized by Customer. JCI WILL NOT ARREST OR DETAIN ANY PERSON. f. Recordings. Customer consents to the tape recording of all telephonic communications between the Premises and ICI. JCI will have no liability arising from recording (or failure to record) or publication of any two-way voice communications, other video recordings or their quality. JCI shall have no liability in connection with Video System or the Video System Images, including, but not limited to, any failure, omission, negligence or other act by JCI, or any of its officers, employees, representatives, agents, contractors, or any other third party in connection with the receipt (or failure of receipt), transmission, reading, interpreting, or response to any Video Image. 6. Risk of Loss is Customer's. JCI does not represent or warrant that the Services will prevent any loss by burglary, holdup, fire or otherwise, or that the Services will in all cases provide the protection for which it is installed or intended, or that the Services will be uninterrupted or error-free. Customer assumes all risk of loss or damage to the Premises being monitored and to its contents, whether belonging to Customer or others; and has not relied on any representations and warranties of JCI, express or implied, except as specifically set forth in this Agreement. Further, expressly excluded from this Agreement are the warranties of merchantability or fitness or suitability for a particular purpose. 7. JCI'S RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, "ALARM SIGNALS") FROM THE EQUIPMENT OR SYSTEM INSTALLED IN THE PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS. JCI'S ROC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELCO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS OTHERWISE DAMAGED, OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER's TELCO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH As CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELCO SERVICES SUCH As SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR, WIRELESS OR PRIVATE RADIO, OR CUSTOMER's PROPRIETARY TELCOMMUNICATION NETWORK, INTRANET OR IP-PBX, OR OTHER THIRD-PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED, MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES, IF: (1) THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS (THE BATTERY BACK-UP FOR JCI'S ALARM PANEL DOES NOT POWER CUSTOMER's COMMUNICATION FACILITIES OR TELCO SERVICE); OR (2) ELECTRONIC COMPONENTS SUCH As MODEMS MALFUNCTION OR FAIL. CUSTOMER UNDERSTANDS THAT JCI WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER's TELCO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELCO SERVICE'S DATA FORMAT AFTER JCI'S INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELCO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JCI'S ROC. IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS COMPATIBLE, JCI WILL PERMIT CUSTOMER TO USE ITS TELCO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT JCI RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC REGARDLESS OF THE TYPE OF TELCO SERVICE USED. CUSTOMER 2018 Jc hi,s(,ri CoivicA;. Inc. Johnson )J~ Customer Conildentl~ll Controls U,) nol -,-a ,y Jh,,,rn ,ni_ally or in any lil r me iia. wil?cni. th ;.r itt, n mir.. r .'.I' h .x1 Is 1 11a 1 ct 1C, PLANNED SERVICE PROPOSAL City of Ashland Parks and Recreation Commission Ashland Rotary Centennial Ice Rink ALSO UNDERSTANDS THAT IF ICI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS, OR LATER BECOMES, NON-COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER TELCO SERVICE THAT IS NOT COMPATIBLE, THEN ICI WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO ICI AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC. ICI WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELCO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELCO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES. CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELCO SERVICE IS INTERRUPTED, AND THAT ICI MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-APPROVED TELCO SERVICE. CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON-APPROVED TELCO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE, INVOLVEMENT, INPUT, RECOMMENDATION, OR ENDORSEMENT ON THE PART OF JCI. CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON-APPROVED TELCO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELCO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED, IS INTERFERING WITH, OR BLOCKING THE CONNECTION. [END OF DOCUMENT] I it 010 © 2018 Johnson Controls. Inc. Johnson Customer Confidential Controls Do not copy (physically, electron,cAly, or many other medial vvilhout the exl less viitten permission of Jolms~n Controls Inc Page 16 of 16 ^~-1 A Qe DATE (MMIODNYYY) CERTIFICATE OF LIABILITY INSURANCE 11/7/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER xaµ"E, e} Attn: Cert Center Marsh USA Inc. 'rose. ".,.,E.,: (866) 966-0664 (2 12) 948-5167 wc.xm: 411 East Wisconsin Avenue Suite 1300 ADDRE. JCI.CertRequest@marsh.CDm Milwaukee, WI 53202 INSURERS AFFORDING COVERAGE NAIC n INSURER A: OLD REPUBLIC INSURANCE CO 24147 INSURED INSURERS: Johnson Controls, Inc. Tyco International Holding S.a.r.l. INSURER C: SimplexGrinnell LP INSURER D: (See attached Acord 101) INSURER E: 5757 North Green Bay Avenue INSURER F: I M [wanks, WI 53209 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OFINSURANCE ADDL SUBR POLICY NUMB ER POLICY EFF POLICY EXP LIMITS LTR INSR MD MMIDD MWDD A ® COMMERCIAL GENERAL LIABILITY MWZY 313947 1010112018 10/01/2019 EACH OCCURENCE $2,000,000 DAMAGETORENTED $2,000,000 ❑ CLAIMS MADE ®OCCUR PREMISES eenceunen~ ®CONTRACTUALLWBILRV MED EXP(My me person) $50,000 PERSONAL SADV INJURY $2,000,000 ®XCU Included GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 0 POLICY ❑ PROJECT ❑LOC PRODUCTS -COMPIOP AGO INC IN GEN AGO ❑OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A MWTB 313946 (Excludes New Hamp) 10/01/2018 10101/2019 (Ea Aeddeml $2,000,000 ®ANY AUTO BODILY INJURY (Perpermn) A MWTB 313949 (Prmary NH $250k) 10/01/2018 10101/2019 A ❑OWNED AUTOS ONLY MWZX 313950 (Excess NH$1.75mm) 10/0112018 10101/2019 BODILY INJURY(Persoddent) ❑ SCHEDULED AUTOS ONLY PROPERTY DAMAGE ❑HIRED AUTOS ONLY Excess NH Auto is follow form b (Per coolant) E] NON-OWNED AUTOS ONLY Primary NH Auto ❑UMBRELLA LIAB ❑OCCUR EACHOCCURRENCE ❑EXCESSLIAB ❑CLAIMS-MADE AGGREGATE ❑DED ❑RETENTION $ PER - A WORKERS COMPENSATION MWC 31394300(ADS -See Pg 2) 10/0112018 10101/2019 ® STATUTE 10-1 ERH AND EMPLOYERS' LIABILITY YM A ANY PROPRIETORIPARTNERIEXECUTIVE ❑N NIA MWXS 313944 (OH B WA) 1010112016 10)01/2019 E.L.EACHACCIDENT $2,000,000 OFFICEPIMEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) JCI / Tyco Contract Number: JCI / Tyco Project Name: Ice Rink Service Agreement Customer PO Number: CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland, Oregon THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, Oregon 97520 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. 5\~\ by Ann Moody ACORD 25 (2016103) ©1966- 2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS SCHEDULE Page 2 of 3 AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls, Inc. POLICY NUMBER Tyco International Holding S.a.r.l. SimplexGrinnell LP 5757 North Green Bay Avenue CARRIER NAIC CODE Milwaukee, WI 53209 EFFECTIVE DATE: 10/0112018 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 2016103 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE WORKERS COMPENSATION: Workers Compensation "AOS" Policy includes coverage for employees from the following States WHILE WORKING IN ANY STATE:AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WI, & WV. PRIMARY COVERAGE: The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-insurance, where required by written lease or written contract. For General Liability, this applies to both ongoing and completed operations. WAIVER OF SUBROGATION: The General Liability, Automobile Liability, Workers' Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder and any other person or organization, BUT ONLY to the extent required by written contract. ADDITIONAL INSURED - AUTOMOBILE LIABILITY: The Automobile Liability policy, if required by written contract, includes coverage for Additional Insureds as required by such written contract. ADDITIONAL INSURED - GENERAL LIABILITY: For General Liability, if required by written contract, the following are included as additional insureds, as required pursuant to a written contract with a named insured, per attached Policy Endorsements A2 and A2A: THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE, AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED. SCHEDULE FOR POLICY ENDORSEMENTS A2 AND A2A Name of Additional Insured Person(s) or Organization(s): If required by contract, the person or organization listed on the certificate of insurance as additional insured, and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured. Location(s) of Covered Operations: As required by contract. POLICY ENDORSEMENT A2 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - NAMED INSURED'S ACTS OR OMISSIONS ONLY A. Section f -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused solely by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: The insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. POLICY ENDORSEMENT A2A ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS - NAMED INSURED'S ACTS OR OMISSIONS ONLY Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused solely by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCE The General Liability Insurance includes insurance for ongoing operations and completed operations. LIMIT OF LIABILITY: The Liability Limit that applies is the amount indicated on the face of this Certificate of Liability Insurance, or the minimum Liability limit that is required by the written contract, whichever is less. If there is no contract then the Liability Limit is limited to $1,000,000. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: Should any of the above described policies be cancelled, other than for non-payment, before the expiration date thereof, 30 days advice of cancellation will be delivered to certificate holders in accordance with the policy endorsements. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD • AGENCY CUSTOMER ID: LOC#: A`~ ° ADDITIONAL REMARKS SCHEDULE Page 3 of 3 AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls, Inc. POLICY NUMBER Tyco International Holding S.a.r.l. SlmplexGdnnell LP 5757 North Green Bay Avenue CARRIER NAIC CODE Milwaukee, WI 53209 EFFECTIVE DATE: 10/0112016 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 2016/03 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE NAMED INSURED: Insureds include: Air Distribution Technologies IP, LLC; Air System Components, Inc.; Carter Brothers, LLC; CEM Access Systems, Inc.; Central CPVC Corporation; Central Sprinkler LLC; Chemguard, Inc.; Connect 24 Wireless Communications Inc.; Digital Security Controls, Inc.; Eastern Sheet Metal, Inc.; Elpas, Inc.; Exacq Technologies, Inc.; FBN Transportation, Inc.; Grinnell I-1-C; Hart & Cooley Trucking Company; Hart & Cooley, Inc.; Haz-Tank Fabricators, Inc.; IMECO LLC; Integrated Systems and Power, Inc.; Interstate Battery System International, Inc.; Johnson Controls, Inc.; Johnson Controls (Suisse) SA; Johnson Controls Advanced Power Solutions, LLC; Johnson Controls Air Conditioning and Refrigeration, Inc.; Johnson Controls APS Production, Inc.; Johnson Controls Battery Group, Inc.; Johnson Controls Building Automation Systems, LLC; Johnson Controls Engineering, LLC; Johnson Controls Federal Systems, Inc.; Johnson Controls Federal SyslemsNersar, LLC; Johnson Controls Fire Protection LP f/k/a SimplexGrinnell LP; Johnson Controls Government Systems LLC; Johnson Controls Navy Systems, LLC; Johnson Controls Security Solutions LLC f/k/a Tyco Integrated Security, LLC; Koch Filter Corporation; Master Protection, LP di FireMaster; Qolsys, Inc.; Retail Expert, Inc.; Ruskin Company; Ruskin Rooftop Systems, Inc.; Ruskin Service Company; Selkirk Corporation; Senelco Iberia, Inc.; Sensormatic Asia/Pacific, Inc.; Sensormatic Electronics (Puerto Rico) LLC; Sensormatic Electronics, LLC; Sensormatic International, Inc.; ShopperTrak International Investment LLC; ShopperTrak RCT Corporation; Shurjoint America, Inc.; SimplexGrinnell LP; Tyco Fire & Security LLC; Tyco Fire Products LP; Tyco International Holding S.a.r.l.; Visonic Inc.; WillFire HC, LLC; York International (SA), Inc.; York International Corporation; BC Liquidation, Inc.; Grinnell Fire Protection Solutions LLC; JCW HVAC Supply Center, LLC; Lau Holdings, LLC; Tyco Integrated Security LLC; and Tyco International Management Company, LLC ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Kris Bechtold From: Kris Bechtold Sent: Friday, November 02, 2018 11:58 AM To: Tara Kiewel Cc: Bill Miller Subject: Johnson Controls Contract Attachments: Johnson Controls-1.pdf Hi Tara... In order to process your PO for Johnson Controls, attaching a Contract with the attached Johnson Controls proposal does attached as Exhibit C. Please email this contract, plus exhibits, to Johnson Controls for review, completion of Exhibit A, obtain their current Insurance Certs as noted in # 16 of the contract and signature. Once Johnson Controls completes, Ex A, signs and certificates of insurance attached, they could scan back a copy to expedite processing with Kariann; and in addition have Johnson Controls mail you the original to be signed and sent over to Kan. If you have any questions, please let me know. Thanks! Kris Bechtold Paralegal to City Attorney City of Ashland / Legal Dept. 20 East Main Street, Ashland, OR 97520 541-488-5350 TTY 1-800-735-2900 541-552-2092 fax kris, b echtold @a sh la nd.o r. us This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records Law for disclosure and retention. If you have received this message in error, please contact me at (541) 488-5350. 1 AsH~ a Purchase Order 2`f q vp pi REGR Fiscal Year 2019 Page: 1 of: 1 ors Q' E~~ yo 7,HIS PO-NUMSER MUST APPEAR ON ALL 1NilOlGES AN4~ SNIPPING QOGUMENT°S. B Ashland Parks Commission ATTN: Accounts Payable Purchase L 20 E. Main 20190284 Ashland, OR 97520 Order # T Phone: 541/552-2010 O Email: payable@ashland.or.us V S C/O Parks Department E JOHNSON CONTROLS, INC. H Admin Office N PO BOX 730068 I 340 South Pioneer D DALLAS, TX 75373-0068 P Ashland, OR 97520 O T Phone: 541/488-5340 R O Fax: 541/488-5314 425 398-6_900 Mike Oxendine rr Q _ = ran = i 11/13/2018 567 FOB ASHLAND OR/NET30 Parks Accounts Payable Ice Rink Chiller Maintenance 1 Ice rink chiller service agreement for maintenance October 1, 1 $2,160.0000 $2,160.00 2018 to September 30, 2019 Contract for Goods and Services less than $25,000 Completion date: 09/30/2019 Project Account: E-000007-999 $2,160.00 GL SUMMARY 125302 - 610210 $2,160.00 Date Adhorized Signature $2,160.00 CITY OF FORM #3 ~ o ~ q ASHLAND A. requi%t fwa Puirchasec rfu e -rP REQUISITION Date of request: 1 0/0 912 0 1 8 Vendor Name Johnson Controls Address, City, State, Zip 588 Parsons Drive, Suite B, Medford, OR. 97501 Contact Name Semna Harris Telephone Number (541) 227-5710 Email address Serrlna.C.Hards(glicl.com SOURCING METHOD ❑ Exempt from Competitive Bidding El Emergency El Invitation to Bid El Reason for exemption: Date approved by Council: Form #13, Written findings and Authorization -1 AMC 2.50 -(Attach copy of council communication) ❑ Written quote or proposal attached ❑ Written quote or proposal attached If council approval required, attach co of CC X Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding $5.000 Date approved by Council: ❑ State of Oregon X Direct Award (Attach copy of council communication Contract # ❑ VerbaWJrilten quote(s) or proposal(s) E] Request for Qualifications (Public Works) ❑ State of Washington Intermediate Procurement Date approved by Council: Contract # GOODS & SERVICES (Attach copy of council communication) ❑ Other government agency contract Greater than $5.000 and less than $100,000 ❑ Sole Source Agency ❑ (3) Written quotes and solicitation attached El Applicable Form (#5,6, 7 or B) Contract # PERSONAL SERVICES [I Written quote or proposal attached Form Intergovernmental Agreement Greater than $5,000 and less than $75.000 ❑ Form 94, Personal Services >$5K & <$75K Agency ❑ Direct appointment not to exceed $35,000 E] Special ❑Annual cost to City does not exceed $25,000. Procurement ❑(3) Written proposals/w6ttens0licitation Agreement approved by Legal and approvedlsigned by ❑ Form #4, Personal Services >$5K & <$75K E] Form #9, Request for Approval City Administrator. AMC 2.50.070(4) ❑ Written quote or proposal attached Dale approved by Council: ❑ Annual cost to City exceeds $25,000, Council Valid until: (Date) approval required. (Attach copy of council communication) Description of SERVICES Total Cost Parks and Recreation Ice Rink Chiller service agreement for maintenance from Oct. 1, 2018 and ending September 30, 2019. See attached contract for more information. $ 2,160.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST 0 Per attached quotelproposal ,,y~~,~~• ' p $2,160.00 Expenditure must he charged to the appropriate account numbers for the financials to tell rubco;af4 xpendi ~fccrlfe X~(QpGj` Project Number 0 0 0007 . 999 Account Number j'L L Project Number - _ _ _ _ _ _ Account Number _ _ _ _ _ Project Number Account Number $ IT Director in collaboration with department to approve all hardware and software purchases: By signing this requisition form, Icertify that the City's public contracting requirements have been satis(ed. ITDirector Date Support-Yes/No Employee: l'i- 1 n Department Head: ~r (Equal to or greater than $5,00D) Department Manager/Supervisor: " City Administrator: (Equal to or greater than $25,000) Funds appropriated for current cal year: ~yES / NO l Finance Director-(Equal to orgreater than S5,000) Date Comments: Form #3 - Requisition Legal Department Review DOCUMENT TRANSMITTAL AND CONTROL This form will accompany the document through the drafting, review, and signature processes, and will be kept with the City's final executed copy of the document. Required fields are indicated in gray scale. Document: Johnson Controls - Trane Service Agreements (Include names ofpardes to the document) Type of Document: Contract ❑ Lease ❑ Easement ❑ Deed ❑ IGA ❑ Other (Specify) Johnson Controls Planned Service Proposal - Trane Schedded Service Agreement Dept Contact: BillMillrr ACTION REQUESTED: Dept: Parks Phone: Ex# - a ❑ Review Draft Date submitted to Legal: 10/12/2018 ❑ Approve final and forward to: Draft due by: 10/19n018 (Unless indicated, Legal will retw-n document to you) Return Requested by: 10/19/2018 Complete this section ONLY the first time this form is filled out. Has this document been previously wo~':ed oil by the Legal Dept Staff? 8 No ❑ Yes If yes, by whoin? LEGAL DEPT First Date Received by Legal Date: By: USE ONLY Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for additional review by Legal Date: By: Returned to Dept. for Revision Date: By: Received for Additional Review by Legal Date: By: Returned to Dept for Revision Date: y: Final Logged out by Legal Date: Co eats from LEGAL to DEPARTMENT: Comments from D TNVIENT to LEGAL: ee Attached. ' 7S Return original cuted document to City Does this document need to be recorded? Recorder for safekeeping? ❑ No Yes No ❑ Yes CITY ADMINISTRATOR 1 DEPARTMENT HEAD Please do not sign the attached document until this form has been approved by the Legal Dept below: FENAL LEGAL DEPARTMENT APPROVAL: Date: J